Interim report 2024

DCI ADVISORS LTD

(FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the twelve-month period ended 31 December 2024

DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the twelve-month period ended 31 December 2024

Chairman's Statement

Dear Shareholder,

I am pleased to report on the unaudited interim results for the twelve-month period ending 31 December 2024.

The Company remains focused on implementing the investment policy and realisation strategy approved by shareholders in December 2021. The Directors will continue to oversee the Company's operations, manage and sell its assets in line with the policy with the stated aim of returning surplus capital to shareholders.

Aristo Developers

I am delighted to announce that in February 2025, as part of the Company's realisation strategy, DCI sold its entire stake in Aristo Developers for a total consideration of €31.1 million. The Managing Directors' statement will expand on the structure of the sale.

Summary of Financial Performance

As at 31 December 2024, the Net Asset Value of DCI, measured as the equity attributable to shareholders was €108.1 million (31 December 2023: €126.4 million) representing a decrease of 14.4% compared to 31 December 2023. The net loss, after tax attributable to the owners of the company was €18.3 million (31 December 2023: net gain €14.3 million)

Extraordinary General Meeting

At the EGM held on 19 December 2024, shareholders approved the redomicile of the Company from the British Virgin Islands to Guernsey, effective 23 December 2024. I reiterate my previous thanks to shareholders for their engagement in passing this resolution. Changes to the Articles of Association of the Company passed at that EGM now allow it to return surplus capital to shareholders.

Additional Director

It has always been the Board's goal to appoint an additional Director and, after discussions with DCI's major shareholder Almitas Capital LLC ("Almitas"), on 15 November 2024 Gerasimos Efthimiatos was appointed as a Non-Executive Director. Gerasimos was deemed to be non-independent of Almitas after consultation with both DCI's legal advisor and corporate broker..

Less than three weeks after Gerasimos's appointment, Almitas, who hold 19.95% of DCI's outstanding shares, requisitioned an Extraordinary General Meeting to re-appoint DCI's former Chairman, Martin Adams, to the Board as a Non-executive Director. The EGM was initially scheduled for 28 February 2025 but was subsequently postponed pending the outcome of an internal investigation into the actions of former directors. The EGM is now scheduled to be held on 30 April 2025.

Financial Year-End Changes

On 9 December 2024, DCI announced a change in its financial year end from 31st December to 30th June. The new reporting calendar is as follows:

• • Unaudited interim results for the 12 months ending 31 December 2024 to be published by 31 March 2025

• • Annual audited accounts for the 18-month period ending 30 June 2025 to be published by 31

  December 2025

• • Unaudited interim results for the 6-month period ended 31 December 2025 to be published by

  31 March 2026

• • Annual audited accounts to 30 June 2026, by 31 December 2026.

Thank you to all of DCI's shareholders and our service providers for their support and the Board looks forward to announcing further asset sales in due course.

Sean Hurst

Chairman

DCI Advisors Ltd 28 March 2025

DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the twelve-month period ended 31 December 2024

Managing Directors' Statement

Business Overview

In 2024 the company was actively preparing for further asset sales as part of its broader strategy to restructure its operations. This move was aimed at streamlining the business and lowering future operating expenses, ensuring a more efficient cost structure moving forward and to generate cash for future distributions. A good example of this was the redomicile to Guernsey in order to reduce future expenses which was approved by the shareholders.

During 2024 operating and other expenses were reduced by 13%. Adjusted for one off redomicile expenses the operating expenses were reduced by almost 20%. The focus is also on repaying or restructuring any of the remaining liabilities. Additionally, the team has been diligently working to close sales that were under discussion, which will further support the company's financial goals. By focusing on these key areas, the company is positioning itself for stability, while enhancing its ability to start distributing cash to shareholders.

Review of our Major Assets

Greece - Kilada Country Club

During 2024, significant progress continues to be made on the Kilada project. As previously noted the archaeological team has already released 95% of the golf course land, minimizing concerns about archaeological findings. By the end of 2024, nine holes were grassed and played. Additional holes have been shaped and are ready for grassing. Excavations for the golf clubhouse and country club are finished, and foundational reinforcements and columns are in place. Preliminary discussions are underway to agree terms with a 5-star hotel operator in order to secure hotel development financing.

Investor interest has increased, leading to more inquiries about purchasing land lots as part of the development. There have also been several inquiries about purchasing the entire project, which has resulted in DCI signing a Memorandum of Understanding with a potential buyer for DCI's stake in the Kilada asset. The MOU has since expired but discussions are still ongoing with this potential buyer. Also, discussions are ongoing with some other parties interested in buying the whole development or part of it.

The above discussions will not have any impact on our strategy to appoint a professional real estate agent in order to support our sales process. As indicated before, DCI's strategy is to market the asset as soon as there is clear visibility that the golf course and the country club will be finalised. Given the progress made at Kilada we have identified a couple of real estate agents who can support DCI in marketing the sale of the project. We expect to appoint one of them before summer and to start the official sales process soon after.

Lavender Bay, Plaka Bay and Scorpio Bay

In 2024 DCI identified several potential interested parties for our other three developments in Greece, being Lavender Bay, Plaka Bay and Scorpio Bay. Unfortunately, this interest has not yet materialised in a transaction. We continue to prepare the assets for the sales process and have applied for a special urban planning permit for Plaka Bay (similar to our Kilada asset) in order to mature it and make it more marketable and have started the same process for Scorpio Bay.

For Lavender Bay, DCI is in discussions with the Greek Church to restructure the original purchase in order to compensate DCI for the money already paid to them and to restructure the original purchase terms in order to better reflect the current situation. Both DCI and the Greek Church have showed willingness to get this restructuring agreed. The legal opinion that we and the Greek Church have received is that the land sold to us was owned by the Church and that the Greek state is not the owner. Unfortunately, this needs to be confirmed by a Greek court before the matter can be irrevocably resolved and this could take years.

Since the current liabilities at the project level are higher than the asset value, Lavender Bay's valuation within the Company's NAV is negative €19.3 million. Due to accounting rules the Company has been obliged to use this negative valuation in its books. Given the fact that the liabilities are at the project level and are non-recourse, it is the Board of Director's view that it is highly unlikely that this negative valuation will ever be realised. So, while the published Company's NAV is €108.1 million, the Board of Directors believes that the Company's real NAV is closer to €127.4 million. The Board of Directors believe a zero valuation for this asset is the worst-case scenario. However, we would like to emphasise that our focus will be to achieve a positive exit value for this asset going forward.

Cyprus - Aristo Developers

On 21 February 2025, we announced the sale of all of our interests in Aristo Developers to Mr Aristodemou who is the majority shareholder in a series of transactions for a total price of €31.1 million. This involves selling our 47.93% holding in Aristo Developers Limited for €27.6 million in exchange for €14.8 million and this will be settled partly in cash paid in three tranches in February, May and August 2025 plus the transfer to us of three plots of residential development land located around Paphos in Cyprus which have been valued by both of us at agreed value of €12.8 million as verified to us by an independent property valuer. The land will be sold by us once it has been registered in our name. This price does involve a write down of €11.59 million from the Net Asset Value of this holding but this reflects the control premium that was demanded by the buyer. In addition, we will sell our remaining interest in Venus Rock to him for €3.5 million and this price is the same as the Net Asset Value of this holding. Both transactions are subject to tax clearances being received in Cyprus before they can be fully completed but we are actively working on those now.

Apollo Heights

The verdict on our planning appeal in September 2022 was expected to be issued by the Sovereign Base Administration (the "SBA") by the close of 2024 but we believe that the timetable has been put back following discussions initiated by the British Government in December 2024 to change the nature of their ongoing involvement in the Sovereign Base Area where 90% of our land is situated. Despite the delay, we anticipate this could be good news for us as there is speculation that more control over the SBA will be handed to the Cyprus government who are likely to be more accommodating to land development in the area. There are early signs that potential buyers think this too as we have had a number of incoming enquiries for details of our land in 2025 and we are actively pursuing them.

During the year we strengthened our relationship with the Cyprus Church who have a Monastery located in the middle of our plot of land by donating a small plot of additional land which had no building potential to them. This enabled them to complete the perimeter of their plot and secure their boundary whilst DCI is benefitting from their goodwill and support in our own relations with the SBA and the local village.

Croatia - Livka Bay

Disappointingly, our sale of Livka Bay in June 2024 has still not completed as the buyers have not managed to arrange their financing to buy the land from us and also fund the development cost of the planned resort. Whilst we remain in touch with them, we are now re-marketing the land to new buyers and an active sales campaign will commence in April.

Financing

The Company has been financed by a number of loans from shareholders whilst we worked on achieving asset sales for which we are very grateful. Some finance has also been raised directly for the construction of Phase One of the Kilada Golf Resort from two investor via loans and an equity investment amounting to a total of €3.4 million. The sale of our Aristo interests in February 2025 and the receipt of the first tranche of cash will support DCI's working capital needs and the necessary investments in Kilada.

We remain keen to cut the operating and other costs of the Group whenever we can in order to reduce the cash burn of the Company and we expect to be able to do more of that as we sell further assets and slim down the operations. Any future asset sale will assist in any future working capital needs and might facilitate a first distribution to shareholders.

Legal Actions

In 2024 we continued to defend DCI against DCP's claims and continued our efforts to get compensation from DCP for past behaviour. This resulted in several legal wins for DCI or judgments which were beneficial for the Company.

On 21 March 2024, the High Court of Justice in London decided at the hearing of DCI's Application for reverse summary judgment / strike out of the English proceedings between DCI and DCP (the 'Application') that a full trial was needed, on the basis that the judge found that there was "more than a fanciful prospect of [DCP's] version being accepted at trial, however slender that may seem when the three attendees' witness evidence is considered in its own terms and compared with the contemporary communications and records of events". Despite the need for a full trial, the summary judgment made the observation that none of the documents which relate to the board meeting made mention of the Amanzoe Call Option or its effect. The judge also stated that he had "some forensic sympathy" with DCI's criticism regarding DCP's witness evidence.

Whilst DCI's Application for reverse summary judgment / strike out was dismissed, the Deputy Judge made the unusual decision that DCI was not at this stage required to pay DCP's costs of the Application, and instead reserved the costs of the Application to the trial judge. That costs order was made in order to mitigate the injustice that would be caused if DCI paid DCP's costs and it was subsequently found at trial that DCP's witness evidence submitted in support of its opposition to the Application had been concocted.

DCI also won two legal cases involving DCI's former Greek on the ground project manager Zoniro, DCP's close business partner. In Greece, Zoniro's payment order was put aside and the Greek bank account as result was unblocked releasing cash for the development for Kilada. Zoniro also issued two inappropriate statutory demands in the BVI for alleged debts due to it from DCI and DCI One.

DCI and DCI One successfully applied to the BVI Commercial Court to have those demands set aside. In its judgment given in late November 2024, the BVI Court upheld the companies' argument that there was no basis for the two statutory demands to be issued against DCI or DCI One. Even though Miltos Kambourides was not directly a party in the BVI proceedings, the BVI judge concluded that there was sufficient evidence of a substantial dispute as to whether Mr. Kambourides' conduct amounted to a breach of duty to the DCI parties. The BVI judge also found that there was evidence that Mr. Kambourides was acting in concert with Zoniro and others to slow down the work of the DCI projects to cause financial harm to DCI. He also upheld DCI's arguments that there was a reasonable prospect of establishing a claim for conspiracy that could result in an award of substantial damages against Zoniro and others.

DCI will continue to defend the company while at the same time trying to avoid unnecessary legal expenses. This focus resulted in 2024 in an almost 40% decrease in legal expenses. We would like to emphasise that not all legal expenses relate to the legal case against DCP and its partners, but that part of the legal expenses relate to ongoing legal advice to support DCI's operations.

Future Objectives

We have continued to follow the investment policy that was approved by shareholders at the EGM in December 2021 which is to continue the building of Phase One at the Kilada Development and complete the Golf Course and Country Club with a view to selling our interests so that a new buyer can complete Phase Two by building high quality villas and apartments around the golf course plus a luxury branded hotel. In addition, we have been working on the sale of the other assets owned by DCI and the sale of our Aristo Developers interests is the first concrete example of that. The remaining assets are all plots of development land with various levels of planning permissions, and we believe that we will be able to sell several of these this year which will enable the Company to start returning capital to shareholders via compulsory buybacks of shares. The mechanism for the return of capital was approved at the EGM that was held on 19 December 2024 and full details of the first return will be published once the Directors conclude that there is surplus cash in the Company.

Thank you for your continued support.

Nicolai Huls and Nick Paris, Co-Managing Directors

28 March 2025

DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the twelve-month period ended 31 December 2024

DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2024

ASSETS

Property, plant and equipment Investment property Equity-accounted investees Non-current assets

31

December

2024

(Unaudited)

31 December 2023 (Audited)

Note

€'000 €'000

8

43,486 42,240

27,878 27,903

31,099 42,694

102,463

112,837

Trading properties Receivables and other assets Cash and cash equivalents Assets held for sale Current assets Total assets

56,516 56,516

10

3,081 4,530

82 471

24,388 24,388

84,067 186,530

85,905 198,742

EQUITY Share capital Share premium Retained deficit Other reserves

Equity attributable to owners of the Company Non-controlling interests

Total equity

LIABILITIES

Loans and borrowings Deferred tax liabilities Lease liabilities

Trade and other payables Non-current liabilities

11 11

9,046 9,046

569,847 569,847

(483,883)

13,118

(465,567)

13,118

108,128 126,444

3,870 4,281

111,998

130,725

12

12,161 11,298

3,322 3,322

10,202 10,998

13

22,353 21,004

48,038

46,622

Loans and borrowings Lease liabilities

Trade and other payables

Liabilities directly associated with the assets held for sale Current liabilities

Total liabilities

Total equity and liabilities

12 13

4,910 88

2,893 88

14,318 11,236

7,178 7,178

26,494 74,532 186,530

21,395 68,017 198,742

Net asset value ('NAV') per share (€)

14

0.12

The condensed consolidated financial statements were authorised for issue by the Board of Directors on 28

March 2025.

Nick Paris Managing Director Nicolai Huls Managing Director

0.14

DCI ADVISORS LTD (FORMERLY: DOLPHIN CAPITAL INVESTORS LTD)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the twelve-month period ended 31 December 2024

Attributable to owners of the Company

8